MEGA Brands to Add its Leading Construction and Arts & Crafts Portfolio
to the Mattel Family of Companies and Best-Selling Brands
MEGA Brands shareholders will receive C$17.75 per share in cash
The transaction represents a total enterprise value of approximately
US$460 million, including the net debt of MEGA Brands to be assumed or
repaid by Mattel, and is about 9.8 times MEGA Brands preliminary
estimated FY 2013 EDITDA of approximately $47 million
Senior Secured Debentures will be refinanced at closing and holders will
receive 105% of par plus any accrued and unpaid interest
MEGA Brands shareholders holding approximately 39% of MEGA Brands common
shares, have agreed to vote in favor of the transaction
EL SEGUNDO, Calif. and MONTREAL, Feb. 28, 2014 /CNW/ - Mattel, Inc. (NASDAQ: MAT) and MEGA Brands Inc. (TSX: MB,
MB.WT, MB.NT) announced today a definitive agreement for Mattel's
acquisition, through a wholly-owned subsidiary of Mattel, Inc., of MEGA
Brands for US$460 million.
The acquisition advances Mattel's global growth strategy of building
upon its world-class portfolio of brands by expanding into two of the
fastest-growing toy categories. MEGA Brands, a family of leading global
brands, is the No. 2 player in the $4-billion construction building sets category with its MEGA BLOKS brand as
well as a competitor in the $2-billion arts & crafts category.
"A key pillar of our global growth strategy is the strategic acquisition
of brands that will both benefit from our scale and help extend our
reach into new and growing categories," said Bryan G. Stockton, Mattel Chairman and CEO. "The construction play pattern is popular,
universal and has had one of the fastest growth rates over the past
three years. We look forward to helping MEGA Brands accelerate its
global growth, providing more choices for more children and their
Mattel's world-class portfolio of brands will complement MEGA Brands
flagship MEGA BLOKS® and existing licensed brands, such as HALO®,
Skylanders®, Call of Duty®, Assassin's Creed®, Power Rangers®, Hello
Kitty®, SpongeBob SquarePants® and others. The acquisition will give
Mattel the opportunity to broaden its relationship with its
The acquisition also creates the opportunity to grow the MEGA Brands
sizable arts & crafts business, with brands including Rose Art® and
Board Dudes®. Arts & crafts activities are highly popular among
children of all age groups, and the global category provides growth
opportunities for Mattel with its core brands and entertainment and
"MEGA Brands has built leading positions in large, growing categories by
providing engaging creative experiences for children and families
through innovative, well-designed and high-quality products, and Mattel
is the ideal partner to take our brands to the next level," said Marc Bertrand, MEGA Brands President and CEO. "We are confident Mattel's scale and
global platform spanning 150 markets – combined with the expertise of
our people in the construction and arts & crafts categories – will
create tremendous growth opportunities for our brands."
MEGA Brands has estimated net sales for FY 2013 of US$405 million. It ranks among the top 15 toy companies globally in terms of sales,
according to statistics published by the NPD in 2013. In 2013, it
achieved record sales of preschool construction toys.
Founded and based in Montreal, MEGA Brands has approximately 1,700 employees in 17 countries. Mattel
plans to maintain MEGA Brands expertise in manufacturing, both in Montreal and Tennessee, and plans to maintain the MEGA Brands headquarters in Montreal and will seek to tap into MEGA Brands proven skills in design and
development in the construction and arts & crafts categories.
"At Mattel, we have followed a consistent philosophy on acquisitions –
we seek to create value by building on the foundations of the great
businesses we have acquired while retaining and nurturing the core
values, talents and unique capabilities that made them great," Stockton
said. "We will approach our new brands and colleagues at MEGA Brands
with great respect for what they have built and enthusiasm for what we
can build together."
The agreement provides for the acquisition of MEGA Brands for C$17.75 per common share and includes the acquisition of all of the outstanding
common shares and warrants of MEGA Brands. This represents a premium of
32% to the 30-day volume-weighted average price of MEGA Brands common
shares on the TSX as of February 26, 2014. Mattel plans to fund the acquisition through a combination of new debt
and cash on hand.
The purchase price above represents net consideration of C$7.81 per 20 warrants. Warrant holders may acquire one common share of MEGA
Brands in exchange for every 20 warrants at an exercise price of C$9.94 per common share. The warrants expire on March 30, 2015.
The Board of Directors of MEGA Brands has unanimously approved the
transaction and recommends that MEGA Brands common shareholders approve
it. The financial advisor to the Board of MEGA Brands has provided an
opinion that the consideration proposed to be paid to MEGA Brands
common shareholders is fair from a financial point of view.
Each of Fairfax, Victor Joseph Bertrand, Marc Bertrand and Vic Bertrand, who together hold approximately 39% of the outstanding common shares
of MEGA Brands, have entered into voting support agreements and agreed
to vote their common shares in favor of the arrangement.
The arrangement agreement provides that MEGA Brands is subject to
non-solicitation provisions and provides that the Board of Directors of
MEGA Brands may, under certain circumstances, terminate the agreement
in favor of an unsolicited superior proposal, subject to payment of a
termination fee of US$12 million to Mattel and subject to a right of Mattel to match the superior
proposal in question.
In connection with the closing of the arrangement, MEGA Brands intends
to refinance and, thereafter, redeem all of its outstanding 10% senior
secured debentures due March 30, 2015, at a redemption price equal to 105% of the principal amount of the
debentures, plus accrued and unpaid interest, pursuant to the terms of
the debenture indenture.
The terms and conditions of the arrangement will be summarized in MEGA
Brands management information and proxy circular, which will be filed
and mailed to MEGA Brands shareholders in March 2014.
Advisors and Legal Counsel
RBC Capital Markets is acting as financial advisor, Latham & Watkins LLP
is acting as legal advisor and McCarthy Tetrault LLP is acting as
Canadian legal advisor to Mattel. Rothschild is acting as financial
advisor and Osler, Hoskin & Harcourt LLP is acting as legal advisor to MEGA Brands.
Live Webcast - Mattel
In conjunction with the announcement, Mattel will webcast a Securities
Analyst and Investor conference call at 8 a.m. Eastern time today. The conference call will be webcast on the "Investors" section
of Mattel's corporate website: http://www.corporate.mattel.com/. To listen to the live call, log on to the Web site at least 15 minutes
early to register, download and install any necessary audio software.
An archive of the webcast will be available on Mattel's website for the
next 90 days and may be accessed beginning two hours after the
completion of the live call. A telephonic replay of the call will be
available beginning at 11 a.m. Eastern time on February 28 until March 7 at midnight Eastern time and may be accessed by dialing (404) 537-3406. The passcode is 6286841.
MEGA Brands Conference Call
MEGA Brands will hold a conference call for securities analysts,
investors and media at 9:30 a.m. Eastern time today. Participants may listen to the call by dialing (514) 807-9895,
or 1 (888) 231-8191. For those unable to participate, a replay will be
available until March 7, 2014. The replay phone number is (514) 807-9274 or 1 (855) 859-2056, access
The Mattel family of companies (Nasdaq: MAT) is the worldwide leader in the design, manufacture and marketing of
toys and family products. Mattel's portfolio of best-selling brands
includes Barbie®, the most popular fashion doll ever produced, Hot Wheels®, Monster High®, American Girl®, Thomas & Friends® and Fisher-Price® brands, including Little People® and Power Wheels®, as well as a wide array of entertainment-inspired toy lines. In 2013,
Mattel was named one of the "World's Most Ethical Companies" by
Ethisphere Magazine and is also ranked No. 2 on Corporate
Responsibility Magazine's "100 Best Corporate Citizens" list. With
worldwide headquarters in El Segundo, Calif., Mattel's companies employ nearly 30,000 people in 40 countries and
territories and sell products in more than 150 nations. At Mattel, we
are Creating the Future of Play. Visit us at www.mattel.com, www.facebook.com/mattel or www.twitter.com/mattel.
About MEGA Brands
MEGA Brands Inc. is a trusted family of leading global brands in
construction toys, games & puzzles and arts & crafts. They offer
engaging creative experiences for children and families through
innovative, well-designed, affordable and high-quality products. MEGA
Brands includes MEGA Bloks, Rose Art, MEGA Puzzles, MEGA Games and Board Dudes. Visit http://www.MEGAbrands.com for more information.
Forward Looking Statements
All statements in this press release that do not directly and
exclusively relate to historical facts constitute forward-looking
statements. Statements relating to the expected benefits of the
proposed transaction and Mattel's post-transaction plans, objectives,
expectations and intentions are examples of such forward-looking
statements. These forward-looking statements are based on the current
beliefs, expectations and assumptions of Mattel and MEGA Brands
management with respect to future events and are subject to a number of
significant risks, uncertainties and factors that could cause actual
results to differ materially from those expressed or implied by them,
including, without limitation, uncertainty as to whether and in what
timeframe the transaction will be completed; the risk of failure of
either party to meet the closing conditions set forth in the definitive
agreement; the ability to retain key personnel both before and after
the transaction closes; the extent and timing of regulatory approvals;
ongoing relations between MEGA Brands and its suppliers, customers and
other parties; and costs and other issues with respect to integrating
MEGA Brands, its products and its employees with Mattel and achieving
expected synergies. Additional factors that may cause results to differ
materially from those described in the forward-looking statements are
described in Mattel's periodic filings with the Securities and Exchange
Commission, including the "Risk Factors" section of Mattel's Annual
Report on Form 10-K for the fiscal year ended December 31, 2013 and Mattel's Quarterly Reports on Form 10-Q for fiscal year 2014, as
well as in Mattel's other public statements and MEGA Brands public
filings with the Canadian Securities Administrators available at www.sedar.com and on the MEGA Brands' website including, in particular, the "Risks
and Uncertainties" section of MEGA Brands Management Discussion and
Analysis ("MD&A") for the year ended December 31, 2012, and updated information found in its MD&A for subsequent interim
periods. Readers are cautioned not to place undue reliance on these
forward-looking statements. Neither Mattel nor MEGA Brands updates
forward-looking statements and expressly disclaims any obligation to do
so except as required by applicable law.
 Construction building sets category is a ~$4 billion category in mature markets in the U.S. and Europe and growing in emerging and developing markets. Source: NPD
 Arts & crafts category is ~$2 billion in mature markets in the U.S. and Europe. Source: NPD
For further information:
Mattel, News Media, Dallas Lawrence, Mattel, Inc., +1-310-252-6397, email@example.com, or Mattel, Securities Analysts, Drew Vollero, Mattel, Inc., +1-310-252-2703, firstname.lastname@example.org, or MEGA Brands, News Media, Mark Girgis, MEGA Brands, Inc., +1-514-333-5555 x2897, email@example.com, or MEGA Brands, Securities Analysts, Peter Ferrante, MEGA Brands, Inc., +1-514-333-5555 x2283, firstname.lastname@example.org
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